TERMS & CONDITIONS FOR BUSINESS SERVICES (DISTANCE AGREEMENT)

Effective Date: May 25, 2026

Service Provider: TENCAR sp. z o.o., with its registered seat at ul. Straganińska 20-22/35, 80-837 Gdańsk, Poland, entered in the National Court Register (KRS) under number 0001139253, Tax ID (NIP): 5833524161, REGON: 540221770.

1. SCOPE & B2B EXCLUSIVITY

1.1. B2B-Exclusive Service Framework.

This Agreement applies exclusively to business-to-business (B2B) and professional commercial transactions. TENCAR does not provide, license, or process files for private vehicle owners, retail consumers, or end-users under any circumstance. The Service, along with its underlying processing infrastructure and the specialized hardware ecosystem required for ECU reading, writing, and data manipulation, is engineered, priced, and operationally restricted exclusively for commercial use by professional workshops, diagnostic centers, independent automotive technicians, parts distributors, and authorized intermediaries. The capital cost, technical complexity, and regulatory compliance requirements associated with professional diagnostic hardware and automotive ECU processing make private or retail use functionally impractical and economically non-viable. All accounts, access rights, and processing outputs are strictly reserved for verified commercial entities operating within the automotive, diagnostic, or aftermarket sectors.

1.2. The Service governs the provision of automated digital file processing, analysis, and modification via https://dpfoffservice.com (the “Service”) to business clients including workshops, resellers, diagnostic centers, distributors, and authorized intermediaries.

1.3. Mandatory Commercial Verification. Verification of business status is a prerequisite for account activation and payment. TENCAR integrates real-time validation of commercial identifiers (including but not limited to EU VIES, Australian ABN, Polish REGON/NIP, and equivalent national business registries) at registration. Contracts are void if verification fails, the entity is deregistered, or the account is determined to be operated by a non-commercial party. Access to processing results is strictly blocked until verification is confirmed.

1.4. By creating an account, uploading files, or confirming a payment, you represent that you are acting in a commercial capacity, possess the legal authority to bind a business entity, and unconditionally accept this Agreement.

1.5. Verification Exception & Professional Commercial Certification.

Where standard business registry verification (e.g., EU VIES, national tax/REGON/NIP/ABN/VAT registers) cannot be completed at registration, Client may request provisional Service access provided that, prior to account activation and payment, they explicitly execute a binding digital declaration certifying that:

(a) They are not the ultimate owner or primary operator of any vehicle for which files will be processed;

(b) They operate exclusively as an independent automotive technician, diagnostic intermediary, repair workshop, or authorized reseller engaged in ongoing professional commercial activity;

(c) They have procured, lease, or maintain the specialized ECU hardware, diagnostic licenses, and technical infrastructure required for lawful automotive file processing;

(d) All processed files, outputs, and derivatives will be used solely for commercial repair, diagnostic, or distribution purposes and never for private modification, personal use, or retail resale;

(e) They fully acknowledge and accept all regulatory, technical, warranty, tax, and liability risks associated with automotive ECU data manipulation in their jurisdiction.

Any intentional misrepresentation of commercial status, end-use, or professional activity shall constitute a material breach and fraudulent use, immediately voiding B2B protections, triggering automatic account termination without refund, entitling TENCAR to immediately recover all service fees charged and impose reasonable compliance administrative costs, and pursue full indemnification for all resulting regulatory, third-party, or operational claims. This exception is strictly limited to genuine commercial operators and does not extend to, nor waive protection for, private consumers. TENCAR reserves the right to request supplementary commercial documentation (e.g., trade license, workshop registration, hardware purchase invoices, or VAT certificate) at any time. Failure to provide requested documentation within five (5) business days shall result in immediate account restriction and termination of all processing tasks.

2. ORDER WORKFLOW & PAYMENT TERMS

2.1. Processing Initiation: Upon upload, automated systems begin processing immediately. Results are generated and stored temporarily on secure servers pending payment.

2.2. Download Condition: Access to processed results is strictly conditional upon successful payment of the displayed invoice amount. If payment is not completed within 7 calendar days from processing completion, access is automatically revoked and all associated files are permanently deleted. No further processing, retrieval, or support will be provided for unpaid results.

2.3. Contract Formation: The commercial contract for digital processing services is concluded at the moment of successful payment authorization. An automated order confirmation and tax-compliant invoice are sent to the business email registered in the account.

2.4. Abandoned Tasks: If a B2B client elects not to pay for a completed processing task, the order is considered abandoned. TENCAR bears no obligation to store, deliver, or refund processing capacity consumed. Processing capacity and system resources remain the exclusive property of TENCAR.

3. PRICING, INVOICING & VAT TREATMENT

3.1. Pricing is calculated dynamically based on file parameters (size, format, complexity, processing type) and displayed in real-time prior to action confirmation. The final amount is fixed upon successful payment.

3.2. VAT & Tax Treatment. All prices are quoted in EUR and exclude applicable taxes unless explicitly stated. For intra-community EU B2B clients, a valid VAT number must be provided at checkout. The reverse charge mechanism applies (VAT shown as 0.0% with reference to EU Directive 2006/112/EC, Arts. 196-202). For non-EU or domestic PL B2B clients, standard VAT treatment applies per local legislation. The Client is solely responsible for the accuracy and validity of any VAT/commercial number provided. If the provided VAT ID is invalid, expired, or missing, standard tax rates will be applied automatically, and the Client remains liable for all resulting tax obligations. Pricing structures may be adjusted prospectively for new orders. Confirmed and paid B2B orders remain protected at the contracted rate.

4. WITHDRAWAL RIGHTS & COMMERCIAL NATURE

4.1. This is a B2B commercial contract. The 14-day right of withdrawal under the Polish Consumer Rights Act (Ustawa o prawach konsumenta) and EU Directive 2011/83/EU applies exclusively to consumers and is expressly excluded for all business clients.

4.2. Digital processing services commence immediately upon order confirmation. By proceeding to payment, you acknowledge that: Performance begins without delay; No statutory or contractual right of withdrawal, return, or refund exists except as expressly provided in Section 6; All disputes are governed by commercial law and this Agreement.

4.3. For B2B clients, statutory withdrawal rights do not apply. Quality or compatibility disputes are resolved under general contract law, this Agreement, and any separately executed SLA or commercial addendum.

5. COMPLIANCE CERTIFICATION, REGULATORY RISK & INDEMNIFICATION

5.1. No Certification or Approval. Processed files, reports, and modifications are generated via automated algorithms. TENCAR does not certify, approve, test, or guarantee the legality, safety, compatibility, emissions compliance, or roadworthiness of any modified data.

5.2. Client Certification & Compliance Responsibility. The Client explicitly certifies and warrants that: Its jurisdiction, business activities, and end-use of processed files comply with all applicable national, EU, and international regulations (including but not limited to EU Regulation 2018/858, Polish road/vehicle statutes, KBA guidelines, local emissions standards, type-approval requirements, and import/export controls); It holds all necessary licenses, permits, or professional authorizations required to modify, distribute, or deploy ECU/data files in its operating territory; Any use of processed files may affect OEM warranties, insurance coverage, technical inspections, or regulatory compliance. All such consequences are solely the Client’s responsibility.

5.3. Regulatory & Third-Party Liability. TENCAR shall not be held liable for fines, inspection failures, warranty claims, vehicle damage, environmental violations, tax disputes, or third-party litigation resulting from the Client’s use, distribution, or deployment of processed files.

5.4. Indemnification. To the maximum extent permitted by applicable law and subject to the principle of good faith, the Client agrees to indemnify, defend, and hold harmless TENCAR, its affiliates, directors, employees, and agents from and against any and all claims, losses, liabilities, penalties, legal fees, or damages arising out of or related to:

(a) breach of this Agreement;

(b) violation of applicable laws or third-party rights;

(d) unauthorized modification or distribution of processed data. This indemnification is subject to mandatory provisions of applicable legislation and shall not extend to damages caused by TENCAR’s willful misconduct or gross negligence.

6. LIABILITY & WARRANTY DISCLAIMER

6.1. The Service is provided “AS IS” and “AS AVAILABLE” without warranties of any kind, express or implied, including but not limited to uninterrupted access, error-free processing, compatibility with specific vehicle/ECU hardware, or fitness for a particular commercial purpose.

6.2. To the maximum extent permitted by Polish and EU law, and in accordance with mandatory provisions of applicable legislation, TENCAR’s aggregate liability is limited to direct damages proven to result from gross negligence or willful misconduct, capped at the total fees paid by the Client to TENCAR during the six (6) months preceding the claim. All indirect, consequential, incidental, punitive, or exemplary damages are excluded, including loss of profits, data, vehicle functionality, or commercial opportunity.

6.3. The Client is solely responsible for maintaining secure backups of original files, verifying processed data in a controlled environment prior to installation, and ensuring secure storage and transmission of all commercial data in compliance with applicable IT and cybersecurity standards.

7. GOVERNING LAW & JURISDICTION

7.1. This Agreement is governed by the substantive laws of the Republic of Poland, excluding conflict of law principles and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

7.2. Any dispute arising from or in connection with this Agreement shall be resolved exclusively by the competent courts in Gdańsk, Poland. Non-EU clients acknowledge that Polish court jurisdiction may limit practical enforcement options and expressly waive any challenge on forum non conveniens grounds. This Agreement does not confer consumer rights, and no party is acting as a consumer.

7.3. B2B commercial disputes may be subject to formal mediation or arbitration only if separately agreed in writing by authorized representatives of both parties.

8. FINAL PROVISIONS

8.1. Amendments. Changes to this Agreement may be published on the Service website with at least thirty (30) calendar days’ advance notice. Continued use of the Service following publication constitutes acceptance by the authorized representative of the Business Client.

8.2. Severability. If any provision is found invalid or unenforceable, the remainder shall remain in full force and effect.

8.3. Entire Agreement. This Agreement, together with the Privacy Policy (https://dpfoffservice.com/legal/confidential), Terms of Use, and any executed commercial addendum or SLA, constitutes the entire understanding between the parties regarding the Service and supersedes all prior communications.

9. DATA PROTECTION & PRIVACY

9.1. Lawful Basis & Processing. Personal data provided during registration and order processing is collected solely for the performance of this Agreement (Art. 6(1)(b) GDPR). Processing includes identity verification, commercial status validation, invoice generation, and service delivery.

9.2. Data Retention & Deletion. Unpaid processing results and associated temporary data are automatically and permanently deleted after 7 calendar days. Paid order data is retained in accordance with the retention schedule and deletion protocols outlined in the Privacy Policy.

9.3. Cross-Border Transfers. If any third-party processors or cloud infrastructure are located outside the European Economic Area (EEA), TENCAR ensures appropriate safeguards in compliance with GDPR Chapter V (e.g., EU Standard Contractual Clauses, IDTA, or adequacy decisions).

9.4. Client Obligations. The Client warrants that any personal data uploaded via the Service does not violate applicable data protection laws and that the Client holds all necessary rights to share such data.

Contact & Legal Verification: TENCAR sp. z o.o. | ul. Straganińska 20-22/35, 80-837 Gdańsk, Poland KRS: 0001139253 | NIP: 5833524161 | REGON: 540221770 Business verification, VAT validation, and regulatory compliance checks are performed automatically via integrated EU VIES, Australian ABN, and national tax registry APIs prior to contract formation. Privacy Policy: https://dpfoffservice.com/legal/confidential